Out of Exile
by otherrealmwriter
Summary: One year after the Return of the Cutie Marks, the village celebrates the return while Starlight Glimmer looks on in exile in disgust. However with a certain turn of events at the celebration, she sees a chance to get back the power she once had and maybe even befall the village with an iron hoof of authority.
1. Chapter 1

**I don't own My Little Pony, okay? Now I know I don't normally write for this fandom but after seeing "The Cutie Map" I knew that Starlight Glimmer wouldn't fade away so easily. So this came to mind. It may get a little dark and maybe even Orwellian by future chapters but hey, Starlight wants what she created back. Anyway, enough of this A/N, on with the fic!**

Starlight Glimmer looked out over the ledge outside the cave. _How can they be friends?_ She scoffed in her mind as she did her daily routine of watching the village she created after her exile. _It is hard enough for Pegasus, Unicorns and Earth Ponies to be friends, let alone for ponies with different Cutie Marks! Something is bound to go wrong sooner or later!_ She levitated a few branches into her fire and looked on still. The sight of what the village had become disgust her. It was defiantly not the town she had established anymore. Each cottage was painted a different color with unique designs on it to express each pony's individuality. The tailor that was making the burlap cloaks she had ordered him too was making fashions that rivaled those in Manehattan. Sugar Belle, who was the baker when Starlight was leader, had expanded her shop's menu from bland bran muffins to blintzes, pies, cakes, scones and it was said she was experimenting with candies like taffy and fudge as well. Party Favor was in charge of all celebrations the town had, which was many. It was now almost a year form the time when everyone in the village had their cutie marks returned to them.

"A festival? Celebrating what causes chaos and disharmony?!" Starlight Glimmer said incredulously. Party Favor was hanging a banner up with the help of Night Glider and a few of the other pegasi in the the community. " _Cutie mark celebration?!_ " Starlight Glimmer read out loud. She stormed back into her cave and tended to the fire in rage. She had the power and skill to remove cutie marks, which was a rare talent and extremely difficult. And yet, here she was, tending a fire on her own alone like a commoner. She had the whole village in the palm of her hoof and now she was despised by them. She was the one who brought them harmony! It didn't matter what the cost of that was! "I will have to do something about all this. After all, I am the only one who can bring order back to this village. I will have to see what comes of this foolish festival tomorrow." She said as she magicked a thin wool blanket she had found at the abandoned campsite of a hiker and went to sleep.

The next day, she got up at the crack of dawn to see the festival as it began. Ponies from all around in the neighboring villages were coming in. Many of them didn't know about the crimes against cutie marks committed there over a year ago, they just knew of the promise of a fun party. Party Favor was now putting out the final touches on the decorations he couldn't the night before and Sugar Belle was placing out her baked creations as the food for the festival. Starlight Glimmer looked on and scoffed. _Fools!_ She thought as she moved down the ledge to get a better view of the festival. As the celebration started, Double Diamond and Night Glider were meeting six ponies at the edge of town that made her scowl. "WHAT ARE THEY DOING IN MY TOWN?!" She yelled, then covered her mouth with her hooves not wanting her identify to be discovered too soon and not wanting to be disturbed. They didn't know she was there, so close to them, and she wanted to keep it that way.

As Double Diamond and Night Glider headed into town with their pony entourage, Double Diamond pulled out a microphone and announced, "To celebrate the one year anniversary of the return of our cutie marks and our liberation to be ourselves and have our identities back, we have invited Princess Twilight Sparkle and her friends to join us at this festival!"

"We thank you for your kind invitation." Twilight said humbly. Starlight swallowed back a small amount of vomit in her mouth as she heard it.

"And these cupcakes are to die for!" Pinkie Pie said from a garbled mouthful of baked goods. "Hats off to you Sugar Belle!"

"Oh, it's nothing!" Sugar Belle said blushing. "Better than those awful muffins I used to have to make."

"It's great you can bake what you like now and your special talents are not hidden." Twilight said as she headed over to the baked good table. Applejack followed along and saw there was a collection of apple treats she had to try to see how good they were compared to her family's long tradition of baking with apples.

"I haven't had such good fritters since the Apple family reunion!" Applejack said as she placed one in her mouth and ate it.

"And the decorations are simply divine!" Rarity said, looking at the banners and streamers all over the town. She then looked over towards the shop that just sold cloaks to find the owner, who had before took burlap and turned them into cheap and tacky cloaks to find it had become a boutique that rivaled her own. "If you don't mind me asking, who owns that boutique over there?"

 _Me!_ Starlight Glimmer thought, still looking from a closer position in the mountains. _I built that village and the shops are mine! I just put you there you idiot!_

"Oh that is Tailor Bobbin's shop." Sugar Belle said pointing to a brown stallion with a thick jaw. "Did you know that one of Manehattan's top designers, Prim Hemline, has featured a show with his works?"

"You don't mean Prim Hemline herself?" Rartiy asked amazed.

"Yes Miss Rarity I do mean that!" Tailor Bobbin said walking over holding out his hoof. "I have heard a lot about your works as well from Prim. That Hotel Chic? Brilliant and resourceful! But that aside, are you interested in seeing my collections?"

"Do I have the time girls?" Rarity said while she was admiring the new vest Tailor had made from black velvet with brass buttons and gold thread flourishes.

"I hope so!" Rainbow Dash said looking over at Night Glider. "I have to show this girl who the best flier in Equestria really is!"

"You're on!" Night Glider said

"We won't be overstaying our welcome, would we?" Fluttershy asked. While she did expose Starlight's fraud to the entire village, she somehow felt a little bad for being so ignorant as the villagers were on how bad things really were.

"Of course not! We will have a big announcement tonight at the end of the celebration, and we want you to hear it." Double Diamond said.

"We couldn't have done it without you guys." Party Favor said.

"Well then I can't wait to hear it." Twilight said. She looked around to see Rarity and Tailor discussion fashion and design, Rainbow Dash and Night Glider getting into flying challenges, Fluttershy looking around the animals and Pinkie Pie partying it up with Sugar Belle and Party Favor. "Is that a bookstore?"

"Yes it is. And we have books about Eastern Unicorns and their magic." The owner said coming up to Twilight. "I am Dewey Decimal, and would you care to see the books?"

"You girls going to be okay?" Twilight asked.

"Of course!" Applejack said. "This is a festival and we can have all sorts of fun! Some of the other ponies here want to start their own orchards and they want me to teach them about farmin'."

"Sounds good to me then." Twilight said as she headed into the bookstore. It was a comfortable and warming place with a few chairs to read in and a small tea shop inside Twilight smiled as she read the titles. There were books on nearly every subject available and it was almost as extensive as her library in Ponyville. She headed over to the Eastern Unicorn history section, pulled a book down from the shelf and began to read. Dewey headed over and put a few books back on the shelf and turned towards Twilight.

"How do you like our library Princess?" Dewey asked. "A pony can borrow a book with a card or they can buy the book. We share in this village quite well."

"I have to admit this is impressive." Twilight said looking around with a smile. "If you don't mind me asking, how was it before?"

"The books were all the same. That same damned equal sign that Starlight forced to be our cutie mark." Dewey said despondent as he magicked over with his horn a tea tray and placed it down as he sat down across from Twilight. "It was said that books would create different ideas and cause disharmony. And as the misguided fool I was, I believed her."

"It wasn't your fault." Twilight said putting her hoof on his. "Magic as you know is powerful and from her cutie mark, she had a great talent for it. She also has a lot of charisma that can distract ponies. Double Diamond said he met her in a skiing accident in the mountains. He was hurt and she helped him and convinced him to give up his cutie mark before he had recovered to know better. She knows how to manipulate ponies."

"I guess that makes sense. I was lost while hiking. You see I read about the Eastern Mountains and wanted to see them for myself. I thought I could handle it, but in a freak storm, I had to hide in one of the many caves around here. It was then Starlight came to me and I guess in my delirious state, I believed her." Dewey said looking down at his hooves.

"But you all have a new start." Twilight said.

"Oh indeed!" Dewey said walking to the books. "And these books have helped us all. Some of us needed a refresher on our special talents. We had to be mediocre so long, we forgot and the books brought what we knew back. Not to mention the foals can find their talents without worry. I theorize that would have gotten those blasted marks on their own if you hadn't come along."

"You don't mean?" Twilight asked scandalized at the idea of a kid being forced into equality and having no special skills of their own.

"Yes. That would be all they know and equality would have been their special talents." Dewey said looking down. 

"Well, where are Starlight's old books?" Twilight asked.

"We locked them in her cottage. We kept it for her if ever she decided to come back and learned her lesson. Some in the village wanted to destroy the books and her house, but if we forgot and deny access to that information, we would be as bad as her. What she did was awful and despicable but we cannot allow history to be forgotten. We'd never learn and forget what we suffered. My book mark, what I call my cutie mark, is mine and more precious than ever." Dewey said as he picked up a book and began to read. Twilight read her book and then headed to the counter to pay.

"How much is this book?" She asked pulling out some bits.

"For you Princess, it's free. You have done more for us than that book is worth." Dewey smiled. "However, do you mind if I join you for the evening's ceremonies?"

"Sure!" Twilight smiled.

Meanwhile, Starlight Glimmer hand come down to the village, wearing a hooded cloak. She wanted to see how the celebrations were going and without the ponies seeing who she was, they would treat her like everyone else. She walked by the baked goods table seeing ponies enjoying the various cakes and tried to sulk away when her presence was noticed.

"Hello there!" Sugar Belle said waving to the cloaked Starlight. "Have a treat. Any item from this table is yours to enjoy friend!"

"Thank you." Starlight said in a gruff voice as she picked up a muffin and ate it. "Blueberry?" She asked abruptly.

"Yes. But why did you go for the muffin? They aren't my best works personally. Why not a piece of pie or a blintz or a brownie?" Sugar Belle offered.

"I'm fine." Starlight said curtly walking away. She looked around and saw everyone was happy, was having fun and getting along despite having different cutie marks. "Something has to be wrong here. I am not wrong ever!" She whispered. Starlight prowled around, half halfheartedly participating when at sunset, she heard a fanfare of trumpets. With everyone else, she turned to the stage that was placed in front of her old cottage. How did she want her old cottage back! Just one night of sleeping in a bed was better than a floor of a cave! Double Diamond, Night Glider, Party Favor and Sugar Belle were on stage waiting for the attention of the crowd. As the four who fought to get the cutie marks back the hardest, they were prominent figures in the community while they got on their hooves to find their own identity. "We would like to thank you all for coming to celebrate individuality and cutie marks! This day has been fun!" Party Favor said throwing confetti on the crowd. "Can I ask the six ponies who helped to make this possible come on stage?"

With that, Starlight saw Twilight, Pinkie Pie, Rainbow Dash, Fluttershy and Rarity on stage. She gritted her teeth in rage. They were the ones who ruined her and her utopia.

"We have this celebration to commemorate the one year anniversary of the return of our cutie marks!" Night Glider said into the microphone.

"We have you six to thank for that." Party Favor said digging in a bag. He walked over and gave each of the main six a medal emblazoned with their cutie marks on it to honor their sacrifice and efforts.

"This is cool! I love this party favor, Party Favor!" Pinkie Pie said giving him a hug.

"Thanks Pinkie." Party Favor said with a smile.

"It was the least we could do." Sugar Belle said. "And we are here to tell you something special. We are holding elections to establish our new town government. A chance of a lifetime to work together in harmony with our differences,"

"That's wonderful!" Twilight said hugging Sugar Belle.

 _That's wonderful. That's bullshit!_ Starlight Glimmer thought. _Elections are just popularity contests! If I seem sorry and act like I learned my so called lesson, I might be able to use this to get my power back! My utopia will come to pass!_ She thought as she headed to the stage to make her 'conversion confession'.

"I just wish that Starlight Glimmer was here to see this." Twilight said. "She would see that differences are really a good thing."

"I am here!" She yelled heading to the stage pulling off her cloak. "I hid my identity because I was afraid you would still hate me for what I have done. But believe me when I say I have seen the error of my ways with this celebration you have. My, how this town has grown and become better! I tried living by myself and it was just awful!" She said wiping a fake tear from her eye with her hoof. "Oh the cold hungry nights! Even with my magic, it didn't help! Sugar Belle, you are the best baker ever! Party Favor, this is best decoration I have ever seen. You are working together so well, much better than before. May I rejoin this town?" She made sure that her face was as sorrowful as she could make it.

There was a murmur of shock from the crowd. This was not expected, they had thought she had run off and would never return. But she seemed sorry and like she was learning her lesson. The villagers were not going to trust her fully right away but they seemed to be willing to give her a chance.

"How can we trust her?" Night Glider asked, critical of her motives. Starlight glared at her for a minute second and then turned back to her faux sorrow.

"You have shown me the light. I understand if you don't fully trust me right away but I beg you, please let me stay!" Starlight pleaded.

"Let's put it to a vote." Double Diamond said. "All in favor, raise your right hoof."

Starlight looked around. She couldn't find one hoof that was not raised at least little bit. _Useful idiots..._ She thought of how her plan was going to unfold. _And foals are so impressionable and trusting..._

 **So how was that? Good? Bad? Interesting? What is Starlight's evil plan and what do the foals have to do with it? Are the villagers willing to trust her? Did she really change? You will have to read on to see. But remember, Starlight will not go quietly into the good night. Well, remember to read, (well you just did) and to review. Ciao for now,**

 **otherrealmwriter**

 **aka**

 **Realm**

 _PS: Check out Dr-Lovekill's works if you loved this one. His works are really good. The link is in my profile if you need it. Be sure to read his and review as well_

 _PPS: Check out my other works as well. Many of them can get as dark and twisted as this one can. But it is up to you. Ciao for now~ Realm!_


	2. Chapter 2

**I don't own My Little Pony okay? I don't have much to say here but with recent events the real world has proven it can REALLY be sucky and evil and the USA's legal bureaucracy is what is keeping us back, so I figured until they get off their ass and do the job my taxes pay them to do, I would write some. But enough of this rant A/N, on with the fic!**

"I accept your offer." Starlight Glimmer said feigning humility.

"We kept up your cottage. You can stay in there until we build a shed to put up the old posters of that blasted equal sign cutie mark you had. The past is the past but you still need a home." Double Diamond said.

"Ummmmm... why did you keep that old stuff if you hated it so much?" Starlight Glimmer asked genuinely concerned and confused.

"I shall explain that Miss Starlight as that was my idea." Dewey Decimal said as he headed out of the crowd to confront her. "You see Madame Starlight," Dewey went on to explain. "We had to keep some sort of record of what happened to us and how it affected us as to try to prevent it from ever happening again." Dewey nodded looking at his hooves. "If we do not learn from our history, we are doomed to repeat it and make the same blasted mistakes."

"Or worse yet, our foals will." Twilight said agreeing with Dewey as the scholarly friendship princess she was. "There will be no record left for us to teach them and them to learn from."

Starlight Glimmer nodded acting like she was in total agreement with them. In fact, it was history that had given her the ideas to create the equality village in the first place. History had given her ideas for her plan to usurp power of the village back. Not only had this town fallen under control pretty easily under duress before, but most of the ponies here were very forgiving and accepting of others. Something that Starlight knew that she could exploit if she had played her cards right. If she could fool them once, she could do it again. _Time to pour on the charm..._ She thought as she sighed and spoke. "You sure have a good point there Princess Twilight Sparkle." Starlight Glimmer smiled sickly. The words were foul tasting in her mouth, but it was all a necessary part of the act.

"Well, if you learned your lesson, then it is a good thing you came back." Twilight smiled. "And you don't have to be so formal with me." She said waving a hoof.

"I feel I must be formal." Starlight said pouring on the faux humility, knowing that the meeker she seemed at first arrival back into town, she could become trustworthy again in the eyes of the villagers. "I hurt you ponies all very much in a deeply personal way that it would only be proper to be formal with you your highness and all of you villagers here."

"Pffft! She will have to take some more time here proving herself to win back our trust." Night Glider said looking upon Starlight Glimmer with a slight bit of suspicion Starlight then looked away from her glare. _Well, that is one pony I will really have to watch._ Starlight Glimmer thought to herself.

Rarity then made a coughing noise to interrupt the tension. "So, if you do not mind me asking this, when will you have your election?" Rarity asked.

"And what positions will you have?" Rainbow Dash asked trying to break the tension forming, knowing that was the last thing this village needed.

"Good questions girls!" Party Favor smiled. "I have been meaning to bring that up so that the town will know what to expect. But I am sure you can agree we weren't expecting this. But anyway," He pulled out a few balloons and blew them up. Then he turned the balloons around in his hooves and with quick artistic movements, he made them into a 3D relief poster that was made entirely of balloons that pictured ponies standing in a line.

"The first thing we plan to do," Night Glider said as she flew to point out the ponies in Party Favor's poster, "is we will have a collection of ponies as candidates for the positions we have open to run the town.

"And the positions are?" Fluttershy asked.

"We will have a council of 5 ponies, basically by placing them in first through fifth place by the name rankings of the votes they get. The seniority will be by placing like we said. Who gets the most is first, then the second most is the second and so on. We did it this way as we never had a council before." Double Diamond explained.

"We will also have elections for sheriff, clerk and of course, the mayor," Party Favor said. And with this Starlight smiled. This was the potion she needed to take but knew that it would take a lot of work to convince the town to put her in that high of a potion But she could defiantly get a council spot. The town may not be so forgiving to give her the top spot, but they may vote her in a high spot to help run it. Party Favor then blew up some more balloons and in the usual fashion that he was an expert at made them into another relief poster of ponies behind podiums with others in the audience watching them. " We will give the ponies time to campaign and debate each other so the ponies of the village can make an informed choice." Party Favor went on to explain to the town. Despite being a party pony, he could be quite serious when it mattered. Starlight knew then that her plan would be easier than she thought it would be. If she could charm them into giving up what made them them, she could very easily come up with a pleasant platform to run on and convince the town why she would be the best one to vote for. It was a gift she had. It took magic to talk ponies into doing things they didn't want to at first.

Starlight Glimmer then slipped off, grabbing a muffin in her hoof and started to laugh at it all. Silently at first, but then louder. So much so that she needed to shove nearly all of the muffin in her mouth at once to hide the laughter. It was all a joke, a popularity contest that could ruin all she worked for if she did not play it all right. She was confident she could but it would take a lot of work. Night Glider already showed signs that she was starting to suspect Starlight Glimmer's true intentions. Yet if Starlight played it right when it came to the campaigns, she could make Night Glider's ideas seem bad in the rest of the village's eyes. As Starlight trotted further down the alleyway, her laughter got louder and louder so that even a mouth full of muffin could not hide it. However, laughter and eating do not mix and Starlight began to choke on the bit of muffin she was eating when a small voice spoke up behind her.

"What is so funny you are choking on your muffin Miss Starlight?" as small foal asked from behind her.

"Ummmm... the shape of this muffin. But I ate it so you can't see it." Starlight Glimmer said as she shoved the rest of the muffin in her mouth.

"Oh, that's a good one!" The foal laughed. "I see you became funnier in the time you were gone."

"Well you have to think of ways to make it through when you are all alone by yourself. All alone. No one to say you are good...talented... special..." Starlight said looking off into the distance as if her past was starting to haunt her.

"Is that why you wanted everyone to be the same, no one said you were special and acted like they were better than you?" the foal said putting her hoof on Starlight's leg.

"Maybe. I don't even know anymore." She then turned to the foal. "You're pretty smart if you figured that out. What's your name?"

"I am Jelly Ayn." Jelly Ayn, a light blue unicorn foal with a magenta mane said. "I have been making some pretty good blueberry jelly lately and thought you might like some." She turned to her saddle bag, trying to find a jar. After rummaging around for a few minutes, she pulled out an empty hoof. "Guess I don't have any with me. But what you really need Miss Starlight, is a good friend who will let your past go."

"And you want to be that to _ME_?" Starlight asked looking at Jelly Ayn with surprise As she looked at Jelly Ayn, she noticed there was no cutie mark on her flank. She may be good with making jelly, but that was not yet this little unicorn foal's ultimate gift. _So, she never had a cutie mark to lose while I ran this town_ Starlight thought _She is more forgiving than the adults_ She then smiled and placed her hoof on Jelly Ayn's shoulder. "You sure?" Starlight asked again.

"Yes I am." Jelly Ayn said with pride placing her hoof on Starlight's leg again. "I think all you need is a good friend to make sure you don't go crazy again. Someone who appreciates you for you. I know that is what I want when the other foals pick on me at school. Some have even been fake friends to me. But anyway, I mean you have a real talent for magic. Like no other unicorn I have seen!"

"Why thanks!" Starlight Glimmer said giving Jelly Ayn a hug. "And I think I will teach you how you can use magic to make better jams and jellies so they set well you know."

"You will?" Jelly Ayn asked with an excited glimmer in her eye.

"Sure. Now let's get back to the festival." Starlight said guiding Jelly Ayn with her. This would really help her image if she befriend a foal that she was teaching her how to use her magic to make something as innocent a jelly, which Jelly Ayn had an interest in. This town already started to accept Starlight as part of their own now. It was only a matter of time now before she could begin to take back the town she had built. Jelly Ayn ran in front of Starlight, causing her to follow her back to the town square where the closing ceremonies were about to begin.

"Jelly Ayn! I was so worried about you!" Her mother said running up to her. "I was worried sick about you! I haven't seen you since you ran off at the baked goods table!" She scolded Jelly Ayn, her mauve mane falling in her eye over a light pink face and horn.

"She was in good hands Razz Berry!" Starlight Glimmer yelled in anger, her horn glowing in anger. She didn't much care for how Jelly Ayn's mother was yelling at her, and implying that Starlight would be so careless as to let something happen to her. Starlight would have made sure that Jelly Ayn was safe, even if she wasn't thinking of using her as part of her plot to take back the town she once ran.

"Oh, what were _**YOU**_ going to do?" Razz Berry said, her horn glowing in anger as well. "I know you! You healed my sprained ankle and bee sting reaction!" 

"And that was bad because? You should have thanked me for that!" Starlight Glimmer said. "I could have let you die of anaphlyxsis and made sweet Jelly Ayn and orphan and you hate me for it?"

"And then you took my berry cutie mark from me!" She said pointing to a large raspberry cutie mark on her flank, "And replaced it with that damned equal sign!"

"Only because you wanted me to! Starlight said in return! "I told you what I thought! You could have left once you got better but you wanted to stay! You agreed with me and went through the Ceremony of Sameness anyway!"

"So!" Razz Berry said not wanting to admit that Starlight was right there. "You still lied to me about all what it was!"

"I didn't lie!" Starlight Glimmer yelled back. "You were the idiot who bought into the philosophy no questions asked as it was! You should have known who you were better! If you really valued that cutie mark of yours you wouldn't have any desire to be the same." With this, the town gasped and looked over at Starlight Glimmer and Razz Berry arguing while Jelly Ayn was covering her ears with her hooves and looking any. Jelly Ayn respected what she saw in Starlight's new attitude but she didn't want to upset her mother either.

"Starlight Glimmer? What is the matter?" Fluttershy asked as she flew over and landed in between the arguing unicorns.

"Nothing. We just had an old disagreement we had to work out. It didn't work so well. Come along Jelly Ayn." Razz Berry said as she shoved her along and headed back to Sugar Belle's baked good stand and began to talk with Sugar Belle about supplying the fruit when she got her orchard started.

 _Idiot. I wasn't doing anything to her foal, nor would I! I mentor her in magic and she'll hang around me and help me out all on her own._ Starlight Glimmer thought as she walked back to her old cabin.

"Where are you going?" Party Favor said walking over and putting his hoof on her shoulder. "We are about to have the closing ceremony and I am sure that you of all ponies don't want to miss it!"

"Uhh..."Starlight said trying to think of something that would appease Party Favor and still fit her plans. "...maybe for a few minutes. I've been sleeping in caves for soooooooooo long that I can't wait for a good long sleep in my old comfy bed."

"I guess that is understandable." Party Favor said. "But we really need to say goodbye to Princess Twilight Sparkle and her friends."

Starlight Glimmer swallowed a little bit of vomit but still smiled. "Yes, that sounds lovely. But I still may slip off and go to bed. Rocks as pillows hurt."

"Oh, that's fine. To be honest, we thought we'd never see you again." Party Favor smiled.

"Why would you want to? From what I have been seeing and hearing, I didn't think you would ever want to." Starlight said. She had to get inside the mind of the prominent ponies in her village.

"To be honest, many were mad they couldn't perfect what made them them. They thought once Princess Twilight and her friends left, you would take over again." Party Favor laughed, indicating the idea was absurd in his mind.

"That's silly! Running a town is too much work anyway." Starlight laughed.

"Yes!" Party Favor said. "But you know, some ponies were worried."

"Sometimes being forced into camping in the mountains like I had to in the cold and little food, you tend to do some thinking." Starlight said.

"Well, we're here." Party Favor said heading to his stand filled with fireworks. "I have to light the display, so remember to look up!"

"Well, I will see you again later..." Starlight Glimmer said waving her hoof.

"Watch!" Party Favor said as he motioned to a few ponies to begin playing the brass instruments and carnival organs.

"Fillies and Gentlecolts!" Double Diamond said into a microphone. "Thanks for making this the best first Cutie Mark Celebration ever!" With this comment, the crowd cheered while Starlight Glimmer scoffed to herself. _This is the only first Cutie Mark Celebration so of course it will be the best by default!_ "Give a cheer to all the fillies who made this possible in the first place!" Double Diamond motioned to Twilight, Apple Jack, Pinkie Pie, Fluttershy, Rarity and Rainbow Dash. Once again, the crowd cheered while Starlight used this time to slip away back to her old cabin. She heard the fireworks and she knew that Party Favor had lit them off. She opened the door with her hoof and turned the light on with her magic. Everything looked pretty much the same as before when she left it, only dusty. There was the stacks of books she had in the library all over the place that made it hard to walk, but with her exhaustion, Starlight figured she would tend to it in the morning. All she wanted was to head upstairs to her bedroom and sleep. She then laid in the bed and covered herself up. There was progress she could make when taking the town back and Jelly Ayn was starting to idolize her. Things might work out for her after all...

 **So how was that? Good? Bad? Long? No action? Lots of dialogue? Let me know in a review! I recently started reading Ayn Rand's Atlas Shrugged and that is where I got the idea for Jelly Ayn's name. Now that she is Starlight's apprentice-to-be and all. But I don't have much else to say here other than remember to read (well you just did) and to review! Ciao for now,**

 **otherrealmwriter**

 **aka**

 **Realm!**


	3. Chapter 3

**I do not own My Little Pony okay? This story is rather slow with people reading it right now but it is a pet project of mine, so I am going to work on it more. Eventually it might pick up with faves, alerts and reviews like my Invader Zim fic Minutes to Midnight. But enough of this A/N, on with the fic!**

Starlight Glimmer woke up early the next morning and looked at the sunrise. It had been rather refreshing to see the sunrise out the window of her old house rather than outside the opening of a cave. She had learned the hard way that laying on stone wrapped up in thin blankets would keep you alive so you didn't die of hypothermia but you ached and chilled all night so that when you did wake up the next morning, tired from lack of good sleep, you could hardly move. Smiling, she headed down stairs to the kitchen and brewed up a pot of breakfast tea. She opened the cupboard and looked in what was left. She didn't think there would be much left and that most of the village would have raided her house once she was exiled the last time. They did dump all of her equality cutie mark propaganda and posters in her house. But much to her surprise, the only things that were taken out of her house was the perishable foods that would have gone bad anyway. _These people are nicer than I thought..._ She thought as she put the tea in the pot to brew. As she looked at what was left to make for breakfast, she saw some oatmeal and a few packs of applesauce, so she cooked the oats and poured herself a bowl of applesauce. It was a simple breakfast, but that was the way she liked it.

Twilight Sparkle and her friends had left last night after the fireworks display and she was glad for it. She could not bear the thought of saying good-bye to them like she actually missed them. Faking her contrition was bad enough for her to take. Party Favor had bought her _'I'm tired and want to sleep in a good bed as to a cave floor'_ excuse and she was glad for it. The town may have loved those six mares like they were all Princesses, not just Twilight, but it made her sick. The teapot whistled to show the tea was ready and Starlight poured herself a cup of tea and sat down to her breakfast. As she picked up a spoonful of oatmeal, a knock was heard at the door. "Ugghhhhhhh..." She said as she placed her spoon back in her oatmeal.

"Miss Starlight!" Jelly Ayn said as she knocked on Starlight's door with her hoof. "You awake yet?"

"I'm awake!" Starlight said as she opened the door and quickly smoothed her mane to make it seem a little better.

"I promised you some jelly that I didn't have the other day." Jelly Ayn said as she walked inside.

"Thanks." Starlight Glimmer said as she picked up the jar with her hoof. She looked around to see that a few of the shopkeepers were just opening up their shops but no one else was out. "Want to come in for a cup of tea?"

"Sure." The young unicorn foal said as she walked in behind Starlight. She then pulled out a chair and sat down as Starlight rummaged around for a cup and poured Jelly Ayn a cup of tea. She took it in her hooves and drank deeply. For some reason Jelly Ayn seemed to really like Starlight and think of her as a good mentor. "This is pretty good tea."

"Thanks. I have to ask you Jelly Ayn, why do you keep coming back to me? You know what I did." Starlight said taking a drink of her tea.

"I wish it could taste a little better." Starlight said. "I guess it just got old from where this house was nothing more than a storage bin."

"I think it is just fine no matter how you make it." Jelly Ayn smiled. "At least they saved your stuff. Many time ponies just get rid of things when they want to forget someone."

"Yeah. I guess I could see why people would want to forget about me." Starlight said.

"You have to have had a really good reason for wanting to make everyone the same. I mean, I don't know much about you than what my mother told me, but I knew there had to be more. I never thought anyone would be born as evil as she spoke of you. I mean you did heal her. If you were really evil you would have left my mother to die." Jelly Ayn said happily, not seeming the least bit disturbed by such a grim concept of her own mother dying.

"Yeah, but what Razz Berry said today made me kind of regret it." Starlight said looking at Jelly Ayn whose face had now went from a rational calm at a grim fact to a slight droop of sadness. "Kind of."

"Why only 'kind of'? " Jelly Ayn asked. She took a deep swig of her tea and then reached over to the tea pot that Starlight Glimmer had placed on the table earlier and helping herself to more of the freshly brewed stale tea.

"Because..." Starlight Glimmer smiled at Jelly Ayn trailing off trying to think of the perfect way to deliver this. Jelly Ayn already seemed to like Starlight Glimmer and if Starlight was to make her way back into power in her town, the town that SHE had created into perfect harmony, she had to make sure that she had surrogates and a young foal would be a prefect surrogate. Starlight stared at the hopeful look on Jelly Ayn's face and suddenly, the words to woo Jelly Ayn struck her. "Because if your mother died, no one would have been able to take care of you. And if no one was able to take care of you, I would never have been able to meet the smartest and best young philly in this town!" She headed over and hugged her tight.

"Awwww... I am not that smart..." Jelly Ayn blushed.

"You are." Starlight said as she patted Jelly Ayn on the head. "Now let's try some of your famous jelly." She magicked up the jar out of Jelly Ayn's pack and opened it. Then she used her powerful unicorn magic to spread the jelly on two English Muffins and placed them on two plates on the table.

"You did that all with just your magic?!" Jelly Ayn said excitedly standing on the table, putting her foot carelessly into Starlight Glimmer's English Muffin. "Sorry..." she said.

"Oh that's fine." Starlight said. "I can see that you could learn how to be as good at magic as I am. Maybe you can use it to make your jelly better. And with better magic, my precious Jelly will be better too."

"You mean me right?" Jelly Ayn smiled.

"Of course! No other young philly would be worth my time or be so willing to learn. You are special and better than them." Starlight Glimmer said. Sure, she had pushed total sameness but you had to make ponies think that the decision to follow the path of sameness was their own. So if you had to tell someone things that went against what you say to do it, so be it.

"But you kept pushing equality and made everyone the same." Jelly Ayn said trying to make sense of what Starlight Glimmer was saying.

"It is like what I said to Party Favor, I have learned the error of my ways. You learn things in the caves." Starlight Glimmer said.

"But I have to know one thing, why did you want everyone to be equal and forced everyone to be the same?" Jelly Ayn asked.

"Will you keep this to yourself? Will you tell no one?" Starlight Glimmer said as she looked over at Jelly Ayn with a serious look on her face.

"Of course. It is your secret and your past." Jelly Ayn said as she backed up from Starlight slightly.

"I always had a gift for magic. Ever since I was a foal younger than you even. I had a friend. One who was also just as good if not better than me. I envied his talents. But one day he got accepted to a special school in Canterlot for genius ponies and I was not!" Starlight Glimmer said.

"And that is what made you want to make everyone the same?" Jelly Ayn asked.

"I am not quite finished yet." Starlight Glimmer said as she took a breath and continued "He said he would never forget me. However, when he came back home to visit one summer, he could not make eye contact with me, and he acted like he was too good for me. Acted like I was scum. And what made this even worse was that we were both picked on as foals and they made us feel like we were worthless. I knew deep down they were no better than us. Sure they had their special talents but no talent was better than another. And they made us feel like our talents were so... so... so..."

"Worthless? Like having your talents made you inferior to them just because you were different?" Jelly Ayn

"EXACTLY! Sure the talents were different but not better! That made me see, everyone needed to be on the same level, so no one would be better than anyone else. And if everyone was the same, there would be no one to pick on the other, no strife, nothing like that!" Starlight Glimmer yelled.

Jelly Ayn got up and hugged Starlight Glimmer deeply. "No one should have been treated like that. Ponies should not be that evil to each other!"

"You see why I did what I did. You see why I want to rule over this town again. If I am not there to make sure that everyone is equal, this little Utopia that Party Favor and all those other fools that that damned Princess Twilight taught them they could be, this little fake democracy will never last. Ponies need to be told where they stand so they will not fight back. None of this fake harmony bullshit. It will never last and it is impossible!" Starlight Glimmer said.

"It's good to know that someone else thought that way too." Jelly Ayn said looking at Starlight with even more admiration.

"Huh?" Starlight asked with even more alarm. Surely there was no real life cases to prove her point! It would be bad that something like that happened to Jelly Ayn as had happened to her, but she had hoped that the memory of what the townsponies said that they despised would keep them in some sort of harmony. But the foals had little to think about before and they would fall back on to the natural instincts that they had. That natural competitiveness and wanting to be on top would take over.

"Well my special talent is making jelly. Not too many of the young foals these days find that something to be proud of. They see no use in it." Jelly Ayn said. "My mom was never much support. She kept telling me that my talent was something to be proud of, but it is very hard to be proud of something when you are the only one who enjoys the fruits of your labor."

"I enjoy the fruits of your labor." Starlight said as she bit down on the stepped on English muffin. "Even with a passionate hoof placed on top of it."

"That's great." Jelly Ayn said.

"I am still going to teach you magic. You need to learn it." Starlight Glimmer said. "Only under one condition."

"What?" Jelly Ayn said.

"Well you must tell no one of what we are doing other than me teaching you how to use your magic to make better jelly. I will teach you magic you can add to make the other foals love it and love you. We will take back the town I worked so hard to build and everypony will be equal under us."

"Everypony is equal, only some more equal than others." Jelly Ayn smiled.

"You will help me convince the town I have changed and that I agree with them to help get into positions of power in town?" Starlight asked.

"Of course!" Jelly Ayn smiled.

"Good. Just tell your mom you were asking me about magic lessons. Nothing more." Starlight said.

"Sure, I am not going to tell Mom anything more than what she needs to know." Jelly Ayn said.

"Good." Starlight Glimmer said as she hugged Jelly Ayn.

"Now I have to go tell Mom what we were 'up to'" Jelly Ayn said with a wink at the end.

"Nice." Starlight added with a wink as she shut the door behind her. Maybe this plan was going to work better than expected after all.

 **So how was this chapter? Good? Boring? Evil plotting? Let me know in a review! I know it took forever for me to update but work and life happens and it just makes things harder sometimes. But here is hoping inspiration will stick with me as I work to update this and all my other stories. So remember to read (well you just did) and to review. Ciao for now,**

 **otherrealmwriter**

 **AKA**

 **Realm**

 **PS: Check out my other fics while you are waiting for some updates! I am sure you will find something that suits your fandom tastes!**


	4. Chapter 4

**I do not own My Little Pony okay? I am sorry about the late update but life does happen and I can't force stuff. Other than that I don't have too much else to say here, so enough of this A/N, on with the fic!**

Jelly Ayn walked into her house and quietly shut the door behind her. Her mother was still asleep and knew she did not approve of her hanging around Starlight Glimmer. However, Jelly Ayn knew that Starlight was right on a few things when she and her mother had that argument in front of them. Starlight DID treat Razz Berry's injuries. She did convince her of the great points of equality. And Jelly Ayn did know that she would have been an orphan without Starlight Glimmer. But this made Jelly Ayn want to befriend and help her even more for saving her mother's life.

"Where have you been my little Jelly Ayn?" Razz Berry asked as she placed a bowl of oatmeal down on the table. "I know you usually get up before me, but you were no where to be found."

"I was delivering some jelly" Jelly Ayn said. This wasn't a total lie.

"I don't want you hanging around that Starlight Glimmer." Razz Berry said as if she was reading Jelly Ayn's mind. "She has bad ideas that will hurt you and make you hurt other ponies."

"She did take care of you after your accident Mom." Jelly Ayn said. "And she promised to teach me magic. Magic to make better jelly. I mean how many fillies my age can make jelly anyway?"

"Not many. Jelly's your talent, Jelly Ayn." Razz Berry said. "And I don't want you giving it up because of Starlight Glimmer's bad suggestions. You are you and need to keep your skill going as I think you will find your Cutie Mark soon."

"But Mom..." Jelly Ayn moaned.

"No buts!" Razz Berry said. "Now I made an appointment for you to meet with Sugar Belle and learn how to bake better too. She is interested in teaching you a few things and with your jelly aptitudes, you should do well to learn from her."

"I am not you Mom! I don't just go out picking berries and hoping for the best! I want to use my magic for my best skills and I think if Starlight had a true friend, that would keep her from wanting to take over the town like she did before. And it wasn't all her fault. Her friend rejected her before then and it was because of the Cutie Mark he got and the trouble that was caused because of that. I am not saying what she did was right, but she did it because she was alone and did not want her friends to abandon her!" Jelly Ayn said.

"Jelly, you are a little young and naive and I know you believe that but trust me, I will not forgive her for what she did. Yes I know she treated my deadly injuries and healed me." Razz Berry added when Jelly Ayn went to correct her. "But it is still sick what she did to me. And what would have become of you in that town? If she was never exposed, you would have been raised to have no talent. Maybe even develop your on equal sign cutie mark. It's just not right what she did. I don't really think she reformed sitting up in the mountains there. If anything that would make someone more evil. And I do not want you helping evil ponies."

"But Mom!" Jelly Ayn pleaded.

"No buts! Now, you are to go to your class with Sugar Belle now!" Razz Berry said pointing a hoof toward the door.

"Fine." Jelly Ayn said. _I am just doing this so Mom will shut up about me talking to Starlight. She needs a friend and I can be that friend._ Jelly Ayn sighed and headed down to the bakery that Sugar Belle ran to work on some of those tarts that she wanted to teach to her. Sugar Belle had always suggested that this would be a good way for her to make her jelly. Honestly, she just thought this was to get her out of her mother's mane and to distract her from Starlight Glimmer. But maybe she could talk to Sugar Belle about what she thought about Starlight coming back. She was one of the ones that fought to break the Cutie Marks free after all.

Meanwhile, Starlight Glimmer was putting the old posters and the like into a closet, just to clear up the room and give her more room to walk around and just relax. She headed up to the bedroom and looked for the bag of bits she had hidden in the drawers of her dresser. _I didn't think that they would rifle through my stuff but naturally they might want to take my money after what I had did to them._ Starlight thought as she lifted her bag of bits outside of the drawer and headed down back to the town. She needed food. All that was left was a little bit of tea and some oats. She needed to get some food from out in town. "Alright Starlight, we got to get some food and some groceries from town. Be nice and just talk to them. They are not going to like you at first but you know, you have to deal with these people." She said to herself in the mirror and headed down to the town.

It had been a long time since she had walked down this way in the town and it felt weird being an average citizen-pony again. Starlight Glimmer was already a social piraya in the town, but that was going to change. She won these ponies to her side once, she could do it again. Jelly Ayn was going to be her little apprentice in ruling, but first she had to build trust up again and then make them think that Twilight Sparkle was wrong in her ideas. If the Princess of Friendship was wrong, then Starlight could easily make the case that she was the right one and the true ruler of the town. And they would fight Twilight and her likes for making them think in a way that caused nothing but pain for them. Starlight looked around and noticed a few of the shops had changed. Tailor Bobbin had expanded his storefront to really bring out the glamour he wished to display that he sold. Starlight looked at some of the vests and had to admit, he did do a good job on them. They were simple yet classy and made out of black, perfectly hemmed fabrics. She noticed he hoof-made the buttons out of various materials found in the lands surrounding the village, she recognized the unique shades in the buttons as the same that came from some of the rocks near the caves she slept in. _And thanks to my spell all he did was make things out of burlap._ Starlight thought as she lifted he hood of her cloak and headed down the road further. "I am only out for groceries and supplies. Nothing more." Starlight said to herself as she passed the store.

She headed into the grocery store and looked around. No one seemed to notice her. She took a cart and listened to what other people were saying. Many of the other ponies were talking about things she did not care about. It seemed rather trivial at best. No one was paying attention to her with the cloak over her. She just went through the aisles, putting carrots, celery and other vegetables in her cart. If there was one thing that Starlight loved was vegetables while she was running the town. She walked to the counter and looked around as the cashier rang out her purchases.

"That will be 11 bits Miss Starlight" The clerk said.

"How did you know it was me?" Starlight asked as she lowered the hood on her cloak.

"I remembered your cloak." The cashier said. "Look, I know why you always hide your face, but people are going to remember you."

"For what I did." Sure she wanted to rule the town again but she had to win their trust back as well.

"Well, I am going to be honest with you, yes they will remember that. Everyone will. But that act aside, I remember your tail. I loved it's color." The cashier smiled looking at Starlight Glimmer's tail.

"Why, thank you," She said as she tried to use her cloak to cover her tail.

"Don't be ashamed. Look, we all do bad things. Some worse than others, but no one is really innocent. You seem to have learned, so I am not going to judge you too harshly." The cashier said.

"Well." Starlight said looking at the cashier as she handed over the bits. "Thank you for that consideration. I wasn't expecting much forgiveness."

"Look, I am not going to pretend that I don't regret the decision I made and I am not going to pretend I am not still a little mad that you talked me into your bad idea. However, I was lost in the desert after I thought it a good idea to go on a soul searching quest without adequate knowledge of the terrain or supplies. I was weak and you gave me water and helped me out and gave me a place to sleep. You could have easily let me die out there. You told me about how no pony should be better than any pony else and it seemed like a good idea and I bought into it. It was me who let you do that. I cannot be mad at anyone but myself for getting talked into an idea like that. I'm Golden Figure and I forgive you for your role in my mistake." Golden Figure said holding out her hoof for a hoof-shake.

"Wow, thanks I guess." Starlight Glimmer said taking Golden Figure's hoof. "You seem pretty smart and good at math." She added when she watched Golden Figure put Starlight's groceries into a bag. "How did you end up as a lowly cashier?"

"Oh, once we all got our Cutie Marks back and you fled town, I needed something to do. Before I was the one who kept track of all the supplies at the various shops in town. But when you left, everyone wanted to handle their own business so I was left without a job. So when Veggie Lover opened up this store, he didn't want to have to take the money himself, he just wanted to have the glory of owning the grocery store, he made me cashier. I also keep track of the inventory and manage the finances, Veggie Lover just signs the paperwork and collects the money." Golden Figure said.

"Well that is just awful!" Starlight said. "You can be doing so much better with yourself and he is using you like that!"

"Well he does let me stay in the apartment above the shop rent free and gives me a discount on the food I buy from here." Golden Figure said as if she was covering up for Veggie Lover's treatment of his only worker.

"Still, it is a little bit of a gip." Starlight said looking at Golden Figure's crestfallen face. "You're a brilliant Earth Pony and if I remember Veggie Lover from the village, he didn't do too well in the garden. Sure everyone was equal but I think he abused the privilege if you know what I mean."

"How can you abuse being exactly the same?" Golden Figure asked.

"Well, Party Favor, look at him, he is great at making well party favors. Back in the village days, they weren't as good as he can do now. I mean making a whole relief sculpture out of balloons, as stupid as I find things like that, I have to admit it took a lot of skill to do. He wasn't doing that under the equality spell." Starlight Glimmer said. "Veggie Lover said he would work in the garden but for the longest time the only thing he could grow was poor turnips."

"And why I cannot stand turnips to this day." Golden Figure said shuddering.

"I think he was the only pony who got a boost from my equality spell knowing him." Starlight Glimmer said. "You know the little fillie Jelly Ayn?"

"The young unicorn around here? Yeah. I would sell her jams and jellies here in this shop if Veggie Lover would let me." Golden Figure smiled. "I know that her stuff would make tons of profit if I would sell it. I even tried to get Veggie Lover to taste a little bit but he would not even bother trying it."

"I am teaching her magic so she can do better jams and the like. Well you see, this whole election thing is a chance for us to refine what we have learned because no pony nowhere deserves to have their talents hindered. I learned that the hard suffering and painful way. But at the same time, things like this can happen where a brilliant young Earth Pony who could run the best grocery store that Equestria had ever seen is held back by a lazy stallion who just has you run his business and takes all the bits for himself. That is the money that you worked for and he is collecting off your struggle."

"You're right!" Golden Figure said, stroking her blonde mane. "Wait, let me think this over. I remember what happened last time you told me one of your ideas in passion."

"Here." Starlight said as she put a few extra bits into Golden's hooves. "For you. Get yourself one of Sugar Belle's muffins. She does so much better now. Think what I said over. Take some time. I won't force you. This is your life after all. I am just a random pony from the mountains."

"Thanks. I will." Golden Figure said.

Starlight walked out of the grocery store, placing her food in her saddle bags. So, this wasn't perfect. Nothing was. However, she was seeing what she could do with these ponies in the village with this new way of running things. If she showed some compassion to the ponies left behind like Golden Figure was, she could win them over and rule the town once again with an army that would protect her from her detractors. This was turning out to be quite an informative trip to town after all.

 **So how was that? Good? Bad? Boring? Building? Let me know in a review. You know take overs and coops don't happen overnight, so there needs to be a ton of build up and drama. But I don't have much else to say except not a fan of reforming Starlight. So remember to read (well you just did) and to review! Ciao for now,**

 **otherrealmwriter**

 **aka**

 **Realm**


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